SEC Filings

If the Company’s Ordinary Shares are publicly traded and listed on a stock exchange, the per share Fair Market Value of the Warrant Shares shall be the average of the closing prices of the Ordinary Shares as quoted on the principal exchange on which the Ordinary Shares are listed, in each case for the 15 (fifteen) trading days ending five trading days prior to the date of exercise pursuant to this Section 2A, multiplied by the number of Ordinary Shares into which each Warrant Share is then convertible;

(ii)

If the Ordinary Shares are not publicly traded and:

(1)

the exercise date is immediately prior to the closing of an IPO, then the Fair Market Value shall be offer price of the IPO for each Ordinary Share of the Company, multiplied by the number of Ordinary Shares into which each Warrant Share is then convertible, with the exercise of Warrant and issuance of the Warrant Shares shall be deemed to have taken place immediately prior to the closing of the IPO.

(2)

the exercise date is immediately prior to the closing of a Corporate Transaction, then the per share Fair Market Value of the Warrant Shares shall the price per Warrant Share as determined as part of such Corporate Transaction

(3)

otherwise, as shall be determined in good faith by the Company's Board of Directors (the "Board") and described in a written notice delivered by the Company to the Holder within five (5) days following the date of exercise pursuant to this Section 2A (the "Fair Market Value Notice"); provided, however, that the Holder shall be entitled to object to such determination by delivering a written notice to the Company to that effect (an "Objection Notice"), in which event the Fair Market Value shall be determined by an independent appraiser selected by the Company and the Holder, whose costs of engagement shall be borne by the Holder If an Objection Notice is not delivered by the Holder to the Company within twenty (20) days after delivery by the Company of the Fair Market Value Notice to the Holder, such failure to so object will be deemed an irrevocable waiver and release by the Holder of the Company, its shareholders, officers, directors, employees, representatives, legal counsel and affiliated entities, from all claims, demands, liabilities, damages, losses, costs and expenses in connection with the determination of the Fair Market Value by the Board.

3.Shares Fully Paid; Reservation of Shares. All of the Warrant Shares issuable upon the exercise of this Warrant will, upon issuance and receipt of the Exercise Price therefore, be validly issues, fully paid and non-assessable, and free from all liens, charges, claims, encumbrances, preemptive rights, rights of first refusal or similar rights, or any other third party rights with respect thereto. At all times prior to the Expiry Date, the Company will have authorized and reserved for issuance sufficient shares, free from pre-emptive rights to provide for the exercise of this Warrant, so that this Warrant may be exercised without additional authorization of share capital. The Company will not by amendment of its Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of its securities or any other action, avoid, or seek to avoid, the observance or performance of any of the terms to be observed or performed hereunder, but will at all times in good faith assist in the carrying out of all provisions hereof and in taking of all such actions as may be necessary or appropriate in order to protect the rights of the Holder hereunder against any impairment.

[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.